A Good Soldier
by TouchedByDarkness
Summary: In defiance of orders, Ultra Magnus must assemble a motley crew of Autobots in order to save a defenseless planet from the ravages of the Decepticons.
1. The Decision

**Chapter 1 – The Decision**

"It is the determination of this Autobot Council that despite our best wishes, the planet Thalous must be abandoned. The Energon the planet contains is poison to our systems, and the planet's natives refuse to lift a finger in defense of their own lives. The Autobots stationed there will be called back to the front here on Cybertron. We _need_ them here." The Speaker of the Council's voice was heavy and sad, reverberating inside the council chambers so all could hear. It was obvious that the Speaker was not pleased to make the announcement that he must, but the decision of the Council was based on the facts at hand.

The Council Chambers them selves was a huge room. The Council sat in shadowed silence above the room on a tiered balcony. A lone beam of light shone down on the person of an aged Autobot, his slight steel gray and black frame standing behind a podium.

The war was not going well for the Autobots. The Decepticons had found some new source of Energon and it tipped the scales of battle in their favor. Many Autobots have died.

"With all due respect Great Speaker, we must consider the Autobot Charter. We were created to protect others, to serve others. We can not just abandon a free and intelligent people to Decepticons," Optimus Prime's voice rang with the tone of truthfulness and meaning, filling the cold hall with the warmth of his compassion.

"For millions of years we were the defenders of those that could not protect themselves. We have battled endlessly from Cybertron to Echiea, Nebulos to Earth and then back to Cybertron yet again. We defeated our own programming to be servants and workers to become warriors and soldiers, and we did it to halt the rampage of the Decepticons, those that were meant to be the warriors turned to conquerors. I have ordered friends and companions to their deaths in order to save lives of those the Decepticons endangered needlessly. Leaving Thalous to fend for it's self now would be an insult too all those that lost their lives in this good fight. If this happens, how can we as Autobots look at each other and know that those that are now one with the Matrix died pointlessly?"

Ultra Magnus, seated beside Jazz and Prowl as Optimus' advisors well behind the large Autobot leader and somewhat in the shadows, heard Prime's words and felt pride in the Autobot leader. Prime was all that this war stood for, the pillar of strength that kept the Autobot way alive. From almost the beginning Magnus fought beside his leader, living, and were it to become necessary, dying at his command. It is his job, the job of any good soldier.

The Speaker sighed heavily and shook his head. With aged dignity the Speaker turned and looked to the ancient faces of the members of the council. Each one looked grave and solemn, but resolute. The Speaker turned to Prime and sighed sadly.

"It is the decision of the Council that the troops on Thalous be brought home. If the Thalousians will not take up arms in their own defense then they must fall to their fate. Even the Earthlings attempted to defend themselves despite being as ineffective as a tiny asteroid on the surface of a star.

"We must also take into consideration that the planet has no tactical value. It has no useable resources to speak of, a harsh environment outside the settled City-Nations and provides little in trade. Frankly, the Council believes that the Decepticons are only there because we are. We can see no reason for them to be there either, other then to provoke us into spreading ourselves too thin. At our current numbers, we simply cannot waste the resources on that useless planet.

"The decision has been made Optimus Prime. It is your place to obey, not to question. The session is adjourned."

Magnus could not believe his auditory receptors. The Council was ordering Prime to recall all Autobots from the planet and leave it defenseless. This was madness! Magnus looked at Prime with wide optics. Prime just stood there, hands on the podium with head cast down. A dim beam of light from the high above ceiling shown down on him, highlighting his bowed head. He knew that this was not right, but was just accepting the verdict of the Council. Magnus felt rage building inside him. He understood what war was about. He understood that innocents needed protected, no matter the cost. He understood death as he understood life. He had carried the Matrix once, if only briefly. He felt its power, its righteousness. He knew what it was like to risk his life day in and day out for beings that could not, or even would not, fight for themselves.

Something snapped in Ultra Magnus at that moment, some tiny change that would forever alter his life and his outlook. Anger forced him to act.

"NO!" he shouted, standing. The Speaker jerked his head angrily around toward Magnus. "There are living people on Thalous, metal beings just like us. They live and think and attempt to make a life for themselves. They know nothing of war, they have known only peace for eons."

"You, Ultra Magnus, have not been given leave to speak. You are here in an advisory role and still here on the sufferance of the Council."

"Your permission or no, I WILL speak and you WILL hear. I cannot allow you to leave undefended the planet Thalous. Are we not Autobots?"

"We understand your indignation Ultra Magnus. We too argued long this subject, what it means to wear the Face of Primus. In the end it came down to what is best for the Autobots and Transformers as a race here where the war is. Thalous is a distant planet, far removed from Cybertron. They must fend for themselves, as they have the technology to fight the Decepticons, yet instead they hide in their city-nations and wait for the next storm to blow them into the cosmos. No, we can not help them anymore." The Speaker's voice trailed off and he started to turn for the Council exit.

"You understand nothing!" shouted Ultra Magnus as he stepped up to the light. "Tell me Speaker," said Magnus with a booming voice, "or anyone in the Council, do you know what it is like to enter a battle and know with certainty that you will not live through it? Do you know the fear that grips your insides when an explosion shakes the ground under your feet? Do you know the pain of living when all those around you are dead? I do! I know that it is to make war, it is all I remember anymore, the endless fighting. If I cannot fight for something more noble the land and resources then what purpose is there to fight at all? Tell me O wise and noble Councilors. If there is nothing to fight for, why do we fight?" The light in the Council Chamber was always dim, but light shone off Magnus's battle armor. He stood tall and proud, filled with a burning fire of purpose, facing the Autobot council with the strength of conviction, his optics bright in their passion, his stance straight in strength.

"Why do you fight Ultra Magnus?" asked a member of the Council, breaking the millions of years old tradition of speaking the mind of the Council only through the voice of the Speaker. His voice was as dry and brittle as old parchment, but it filled the Halls with power. "You fight because it is your purpose. Do we know what it is like to feel fear and death? That is our purpose. If fear and death meant nothing we would all have been cast into oblivion eons ago, the Transformer race erased from the Cosmos as if we never existed."

With that the members of the Council stood and walked single file out a door on the upper section of the Chambers that was reserved for them, a long and snake like line out the door. Magnus watched them go, the fire in his heart turning to ice. He knew the data, knew that each day the Autobot numbers decreased. He knew that every fighter was needed. Yet in his heart of hearts, that place that had bonded and felt the will of the Matrix, he knew that he could not just stand by and let an entire race pass into memory.

"Magnus, my friend."

Magnus looked toward the direction of the voice. Optimus Prime stood before him and placed a hand on his shoulder. "I know what you feel Magnus, I feel it to. I would like nothing more then to see the people to Thalous safe. However, the Council has ruled." Prime paused, looking at his age old friend. "Walk with me."

Together the two Autobots strode from the Council Chambers. They walked in silence for the most part, feeling the bond that has formed between them over the millions of years of fighting. After nearly twenty minutes of walking the dim and empty corridors of the Autobot temple they entered the observatory, its windows showing all of Autobot City sprawled out below the massive structure that was the Autobot religious center. The two walked up to the windows to gaze at the scenes below.

Thousands of Transformers moved about their daily lives, the routine broken only by the occasional Autobot patrol group. Many were building new structures among the bones of the old, or renovating existing facilities, making it more comfortable a place to live. Still, after over a hundred years of occupation, what was once the ruined metropolis of Paradise City still bore the many scars of its occupation by the Decepticons. Thousands of buildings were destroyed for no reason other then rampant violence. It was with this view of both a hope for the future and a reminder that hope is a dangerous thing in this war that the two Autobot warriors once again began to talk.

"Prime, I don't understand. The Council is ordering a complete withdrawal from Thalous, a planet bearing intelligent life not so unlike our own to the hands of the Decepticons. The population will be tortured and destroyed simply because they will not defend themselves."

"Well I know this, Magnus. I have been in the callus hands of our age old foes and know well of the cruelty they are capable of, yet still I must wonder about the reasons for them being there. Energon is too scarce of a commodity to waste on rampant destruction now. It must be that they were simply there because we are. Our ambassador and scientists were rejected when all they asked for was to better understand the planet and the nature of its Energon. We, both Decepticon and Autobot, know that the Energon on the planet is poison to us. We were hoping to find a way to filter it, but between the failed treaty and the ever present Decepticon disruption, no way was found. We only maintained only a light garrison there anyway, and only to monitor Decepticon activity and break up any raids that come up. There have only been a few simple raids in the seven hundred years we have been there. I _have_ to believe that once we leave, so will they." Prime stood with hands behind his back as he spoke his mind to Magnus. His gaze was monitoring the reconstruction led by a Neutral named Hightower.

"Prime, what if the Council is wrong? I can't shake the feeling that we are missing something. We cannot let the people of Thalous be deserted. They know nothing of war. They have had only peace for the last tens of millions years. Their last war was before ours even started! Can we stand by and abandon them and still call ourselves Autobots? I cannot." Magnus turned to face Prime, anger contorting his usually calm and serene face.

"Magnus, you have ever been a free individual. You follow your heart into the thing you hate most because you know no other options. You fight because you want peace for yourself and most of all our people. If it costs you your own life, then that is the cost that you are willing to pay. You above most understand the cost of this war."

Looking intently at Prime, Magnus said, "Prime, why are you telling me this?"

Prime lowered his head and stared at the floor. Minutes passed, and still Prime had not spoken. Magnus returned to the window, watching thousands of his fellow Transformers attempt to live a normal life amid the broken reminder of what war is.

A crew of Transformers on the east side of New Paradise was putting the finishing touches on a communications tower. Magnus zoomed in and focused on the operator, watching the final preparations. Within moments the tower lit up and the crew cheered joyously. Autobots and Neutrals shook hands and patted each other on the back, sharing the small victory of creation over destruction.

"Magnus, I can not, will not, order you to stand down. Whatever you do now is a burden you must shoulder from this day forward. Let your heart lead you where you must go. Walk the paths of destiny with wisdom."

Ultra Magnus thought over Prime's words for a moment, nodded, and walked out of the room.

Optimus Prime, Supreme Leader of the Autobot forces, felt his metal heart break.


	2. Interrogation

**Chapter 2 – Interrogation**

Stratowing dreamt, in the way of the mechanical beings known as Transformers. It is a familiar dream, one that has haunted his shutdown periods for many a century. There was weapons fire, explosions, violence, death, and there was Stratowing swooping down for the kill. There was pain as from behind he takes fire and veers off to face the new threat only to find that once again it is the ones that were supposed to be allies. The Seekers, or even just one, coming into steal his victory from him and take the credit for the kill. It did not matter that it was his own skill that brought low the enemy, all that mattered was the final blow. His vision flashed with the explosion and once again he has been robbed of the mark.

Stratowing dreamt of the many times he was beaten and damaged almost to the point of death for nothing but sport, the shrill laugh of Starscream or the booming voice of Thundercracker as they used him for target practice. It was only his skill and maneuverability that kept him alive and functional. Pleading with Megatron for a mission, some task so that he could prove himself. Never was he granted this. Always it was the Seekers given a chance at glory. Always was it Starscream that would laugh at each humiliation.

Stratowing did not dream up the hatred that burned truly in his mechanical heart. With a final echoing laugh he awoke from his self imposed shutdown to a dark prison cell. The sound of the magnetic lock on his cell unlocking echoed slightly until it was overcome by the faint _swooshes_ of air as the door came open.

The old and grizzled Autobot Kup came into focus as Stratowing's optic sensors booted up. He held a laser rifle pointed almost casually as Stratowing.

"Alright Decepticon, on your feet." Kup gestured a little with the tip of the rifle and Stratowing slowly rose. Kup simply watched and said nothing as he rose to his feet and pressed his stiff joints back into motion.

"Come here to put an end to me Autobot?" asked Stratowing, desperately hoping that he did not sound as nervous as he felt. He looked straight at the Autobot as the grizzled veteran eyed him. Kup grunted slightly and nodded, noticing the straight stance and bold eyes of the Decepticon. Stratowing was not a tall Transformer; he stood a head shorter then Kup himself. The dark purple of his stubby wings created a cloak effect that darkened the grey of the rest of him. The darkened circles of his aft antigravity units created black circles on his knees in his primary mode.

"No, I have not come to kill you. Prowl wants to talk to you."

"Again? I have told him already what I have to say. I have no new information to offer," grumbled Stratowing. He was actually relieved to get out of his cell, but he would not give any Autobot the satisfaction of knowing that.

Kup shrugged. "Maybe he thinks you are lying. After all, you are a Decepticon, that is what your kind does."

Stratowing, angered by this comment began to sorely miss the blasters that he had turned over willingly to his captors. Instead of violence, Stratowing just glowered. "'My kind' fight because that is what we do. Your kind just can't deal with it."

Again Kup just shrugged, refusing to be baited into the age old argument. He gestured with the barrel of his blaster rifle and Stratowing stepped out of the cell and into the light. Giving his visual sensors a moment to adjust to the light, he paused. After a few seconds past, he started walking.

He knew the way, he had walked it to his interrogation by first Optimus Prime, then with Wheeljack about the specifications that he had stolen, and then again for his trial in front of the Autobot council. He waited still for the verdict, but he had little faith in Autobot justice.

Windows decorated one side of the hall, showing to observers the ruins of a once great skyline. Stratowing himself had not been party to the destruction of Paradise City, but he had heard tales from his comrades. The plunder and violence had been plentiful, but the cost high. Many warriors had died to take the city, and several more to keep it occupied. After many years the Decepticon Council had decided that the city was too costly to keep and that is should simply be erased from the surface of Cybertron as a message to the Autobots. They got the message, but not the message that the council wanted to send. Instead of hiding in the shadows as is the Autobot way, they attacked the city early in the destruction and took out many of the Decepticons one at a time as they were occupied by rampaging. The battles are still a sore point to the Decepticons, and a cause of rejoice for the Autobots.

Stratowing stood before a door that opened up into the interrogation room. It was a plain door with a magnetic lock and a keypad. Kup punched in the numbers and the door slid open. Not waiting to be told to do so, Stratowing entered the room and looked at the Autobot that sat in a chair at the opposite end of a square table.

Prowl stared long and hard at the purple and grey Decepticon, waiting for him to move or say something. He was rewarded with a look of fear and uncertainty that washed over the Deception's face. Sure, Stratowing attempted to hide it, and did so well, but Prowl has been doing this duty for a long time. He could see the fear that tightened Stratowing's chest, see the twitch of his finger.

Prowl stood and gestured that Stratowing sit in the only other chair in the room. When he did sit, Prowl again sat in his seat. Kup nodded to Prowl and vanished as the door closed.

Time passed as the two just looked at each other. Stratowing did not fidget, much to his credit. Instead he met the Autobots gaze evenly and openly. There was no hostility in the room as the two studied each other quietly. The camera in the corner clicked quietly. Prowl began to respect this Decepticon a little.

"So," started Stratowing, "am I to be shot outright or will I be given a chance to defend myself?"

Prowl started to speak, but decided to stay silent for a moment longer. He knew well the thing that Decepticons called justice. You were either murdered on the spot or thrown into an arena and given a chance to redeem yourself. "No," Prowl said. "I have been given the task by the Council to interrogate you and determine if you are a spy, a coward, or simply tired of being a Decepticon. I have already decided that you are no coward. The other two, well, we will have to see about. My decision alone will provide you with either stasis for an undefined time, exile, or death."

Stratowing nodded. _So, _he thought to himself, _maybe they did listen after all._

"Tell me again why you decided to leave Megatron and his forces," said Prowl.

Stratowing sighed. He had already been through this three times. He started again with his story.

All the time that Stratowing had been a Decepticon he had been under the command of Starscream. His alternate mode was an antigravity fighter. He is extremely agile, but not fast. And because of the power requirements of his antigravity units, he was not overly powerful. Because of these limitations he was hardly ever included in missions, and if he was it was always in a secondary role. A scout, a messenger, or if he was lucky he was allowed to work cleanup. He never gained the respect of his fellow Decepticon brothers, having never had the opportunity to prove himself in battle.

Once he went to Megatron asking to be reassigned or at least given a chance. Megatron would not give him even a moment. The other Seekers, at Starscream's order, beat Stratowing nearly to death for going over his head.

After many, many centuries of this abuse, Stratowing grew tired of this. He spent years planning an escape, a way of revenge. His opportunity arose when after a major battle (that he was not permitted to participate in) all the Seekers, including Starscream, returned severely damaged. Instead of being repaired, they were reformatted and given completely better and upgraded fighter and primary modes. Stratowing managed to hack into the Formatting computer and retrieved the schematics for the new Seeker bodies. He downloaded them into his own memory core and then deleted them from the database.

Using a routine patrol as an excuse to leave the base, Stratowing then went right into Autobot controlled territory and turned himself in. He had hoped to curry favor with them with the information he held on the Seekers, but instead he was met with only distrust and aggression. He was hurried to New Paradise and imprisoned, questioned, tried, and left to rot in a cell.

Which now brings him to the present, sitting in a small grey room with the Autobot Prowl.

Prowl looked at Stratowing and interrupted for clarification on a few points, but otherwise only listened. Once the story was told he sat silently for a few moments.

"Tell me please, why you only took the data on the Seekers and not the whole Decepticon army," asked Prowl.

"I took the information on the Seekers because they are the ones that brought me to this. If not for Starscream and the others I would have been able to prove myself and rise into the ranks and gain power."

"You would have done this by killing and destruction. Why should we allow you to join us, when not so long ago it was your goal to prove yourself by killing us?"

"I wanted to prove that I was not inferior. I still want that. I need to prove to myself and everyone else that I am capable of performing anything asked of me. If I cannot fight, then why should I continue to exist?"

Prowl was somewhat taken aback by the response. "There is more to life then fighting and death."

"And when was the last time you remember doing something that did not involve this war? What function do you serve, if not to protect your way of life?"

Prowl paused for a moment and thought. Time passed. The camera clicked again.

Prowl stood and gestured that Stratowing should do the same. He did and they both walked toward the door of the room. Kup was waiting on the other side and turned to face them as the door slid open.

"Kup, go ahead and escort Stratowing back to his cell. I have to prepare and submit my report to the Council."

"Sure thing," Kup replied. With a nod Prowl turned and began to walk down the hall. Stratowing started walking back to his cell, Kup following.


	3. The Cost of War

**Chapter 3 – The Cost of War**

Flatbed winced as the arch welder hit a circuit, causing a small surge in his arm systems. Hoist chuckled and kept welding the armor plate back on to Flatbed's arm. "Quit whining, you should just be happy to be alive. I heard they brought back Dustcloud in pieces and you did manage to extract Trailbreaker."

Flatbed said nothing, just sat on the bench and waited while being patched up. He stared out into the city blankly, replaying in his mind the previous mission. It was supposed to be a routine patrol, but instead they were ambushed by Decepticons. Trailbreaker managed to fight off one of them, but another got Dustcloud.

As soon as the action was reported Flatbed and Jazz were dispatched to cover the retreat of the two Autobots. Flatbed, whose alternate mode was a large red and brown transport that rode on four sets wheels and had a flat bed and a winch, was sent as a retraction unit whose goal was to pick up injured Autobots and remove them from the front lines. He was supposed to bring back Dustcloud, instead he ended up barely making it out with Trailbreaker jacked into his auxiliary power systems so he would remain functional until they got back to base, and Jazz who could barely lift a gun to shoot back. Ultra Magnus lead a counter attack and bought Flatbed some time to get the two wounded Autobots back. Dustcloud did not make it.

Flatbed barely noticed as Hoist finished up on his arm and went to check on another Autobot. Slowly Flatbed turned his head to take in the infirmary. Many Autobots lay in shattered bodies, barely clinging to life. Some of them Flatbed had picked up. Some were friends. Springer, one of Ultra Magnus's assault team, was connected to a dozen machines as they tried to keep the Spark within him alive.

Energon was too low to permit Reformatting. The procedure was costly in both resources and energy, two things that the struggling Autobot forces did not have. Instead the Autobots just repaired who they could, kept others alive on life-support, and just watched as some died. Thus the cost of war.

Flatbed did not report everything he had seen. While searching for Dustcloud he stumbled on a small group torturing the Autobot he was searching for. Flatbed rushed into the group, shooting madly at everything that moved. While taken by surprise, it took only a few moments for the Decepticons to get a hold on themselves and fight back. In moments they had wrestled him down and placed energy bonds on him. With him secured they returned to torturing Dustcloud while Flatbed could do nothing but watch.

He watched as they ripped out Dustclouds arms, and then watched as they took turns shooting off parts of his legs. After the game got old, one stood up and shot him in the head at point blank range. Molten metal splattered all over Flatbed. Molten metal that used to be a friend.

Rage spurred Flatbed into action. He kicked in his auxiliary power, rerouting it with his internal power management systems, and forced his arms to start to move apart. The energy bindings sparked and burned at his wrists, creating hairline cracks along his wrists, but fury had overwritten any pain that would have gone to his central core. With a loud pop the energy bindings shorted and sparks flew brightly. Flatbed stood as the shocked Decepticons stood aghast. With a throwing motion, Flatbed launched his large hook attachment that was attached to one arm at the closest combatant. The hook bit deep in his armor as Flatbed yanked the Decepticon closer. With his tremendously strong hands he grabbed the Decepticon and jerked his head all the way off. Throwing it aside he turned to face another. They were frightened by the unusual display of violence and mercilessness in an Autobot, but still they pulled up their weapons and began to fire. Many shots hit, burning away armor and frying circuits, but none of them were serious. Just as Flatbed was almost upon the next Decepticon, Ultra Magnus appeared carrying a torn and damaged Jazz.

Ordering Flatbed to get Jazz out of there, Magnus turned and engaged the other remaining enemies. Fulfilling his orders and his duty, Flatbed transformed and using the hook that still dripped enemy Energon and lubrication he placed Jazz on the bed and thundered off.

Jazz awoke in time to fire a few shots at a pursuing force, a couple of low power Decepticons intent on claiming what looked like an easy kill. Instead Jazz drove them off with his few well placed rounds.

Upon returning to base, Ratchet sorted the wounded for priority and set to work trying to save lives. Flatbed had done his duty. He had saved a life. Now he had only to wait a little while then he would do it again. And again. And again. It never ended. Always was there fighting, dying.

_Is it worth it?_ thought Flatbed to himself. No answer was forthcoming.


	4. A Lost Soul, Brothers in Arms

**Chapter 4 – A Lost Soul, Brothers in Arms**

It is day again. The Autobot that has since been named Scrap sat on a bench near a building construction site. Autobots and Neutrals worked together to build the framework for a huge complex that was to be the command hub in New Paradise.

Scrap just watched as many Transformers worked diligently, some securing a cross brace that would help hold up one side of the seventh floor. He watched fascinated as three people worked together to hold the enormous weight while another worked as a welder and then shot in the rivets.

Scrap was an odd looking Autobot. His body a hodge-podge of parts, mismatched and each colored differently. He had one shoulder that was huge, the other almost freakishly small. Arms unequal in length rested on knees that barely looked functional. One half of his face, from where his left optic should be down to his mouth, was covered in a grey plate that was welded on haphazardly. He was an ugly Autobot, but he did not care about his looks, only that he still functioned.

He was so caught up in the construction that he did not take note of the steps that were coming nearer to him. He did not feel the large presence that stopped behind him.

"Scrap."

Scrap turned his head almost all the way around to see Ultra Magnus standing behind him. It took a moment for his central processing core to process the identity of the Transformer standing behind him, but once he did, Scrap stood and turned his body to point the same direction as his head.

"We need to talk Scrap. I have something that I would like to speak to you about."

Scrap would have raised an optic if he was capable of that motion anymore. Long ago that circuitry had been put to better use. In a voice that had a sharp metallic grind to it, Scrap said, "What is it that you would have me do?"

"The Council has ordered an inhabited planet left to the hands of the Decepticons. I seek to hold that planet and keep those that call it home safe."

"You would defy the Council?" asked Scrap.

"I defy anyone that would leave a Spark to death," replied Magnus.

Scrap thought for a moment. He did not sit, or even move, just stared at Magnus because Magnus was in front of him. Long minutes passed, minutes that Scrap was not even aware of but weighted heavily upon Ultra Magnus. At long last Scrap began to speak.

"While I was lost in the Wastelands I survived by scavenging from whatever junk I could find. I lived by draining the Energon from any scavengers that happened to cross my path, no matter what symbol they wore because if I didn't then they would drain me. I was damaged and left for dead, but instead of dying I lived. I replaced parts as they failed. I committed sins upon my body and Spark; I cannibalized my own kind so that I could live. After thousands of years of this I lost my identity to obscurity. No Magnus, I have nothing left to offer the Autobots. Long have I been at war. My enemies may not have been yours, but they were no less deadly. Instead of bombs and lasers, their weapons were isolation and madness. Weapons that attacked my mind, my sanity, and my Spark. No, I will leave these people to their fate as I was left to mine."

Ultra Magnus listened to Scrap as he spoke in his slow and muted way. His voice coil had never been replaced because Scrap had no need of it. It was not necessary for survival and therefore expendable. Even in the months since Scrap had been found he had not taken the trouble to replace it, even though he had many an opportunity.

Scrap's words sunk deep into Magnus's core. Here was an Autobot that had given so much, how could he ask this poor one to do anything. How could he not. He needed Scrap and his ability to live in any conditions. His ability to make do with what he had. His ability to shrug off millions of years of propriety do to what must be done.

"Scrap, I ask not that you do this for the Autobots. I ask not that you do it for me. I ask for the people that live under the thumb of Decepticon rule. Without us, the people of Thalous will die. They will not have the chance to save themselves. They know nothing of war, only peace. They are what we all long to be. If their light would fall from the sky, all the other stars would darken in their lack. These are people, living Sparks that must never fade into history. I need you, only you have the experience…"

Scrap raised a hand to halt the words of Ultra Magnus. He paused, his speech and looked intently at the motley Autobot. "I know why you need me. I will think on your words Magnus. Leave me if you will."

Magnus felt tired. He nodded and turned from Scrap to make his next stop. _May Primus forgive me for what I ask of this old one. He deserves his freedom from violence and death, _thought Magnus. _If only there was another way…_

Ultra Magnus sat in a quiet meeting room with the twin Autobots, Skidmark and Radial. Radial was speaking while Skidmark sat quietly as he always does. Many thousands of years ago, a wound taken to Skidmark's head had cost him most of his mental capacity and his ability to act on his own. Radial had found him and in order to save his life had connected their main processing cores together so that Skidmark's body would not shut down. Somehow this connection had fused the two together in a way that the Autobot physicians could not understand. Now, the two were inseparable, and when talking to them it was hard to tell which one was doing the talking. Radial's lips may have been moving, but a slight slur on the words told that it was Skidmark that was actually speaking. This connection, while bizarre, made them a team unmatched in battle. They acted like two warriors with one mind, moving exactly when and how the other needed them too. It was amazing to watch, and their reputation has become known through out the galaxy.

"I heard the Council's decision, and I think it is a load of scrap. We are Autobots, we can't just leave them. If nothing else, we should just move them here where we can protect them."

Magnus thought for a moment then said, "Thalous is their home. We have no right to make them move. We do however have an obligation to protect them from the war that spilled over onto their planet. It is our war, they should not be dragged into it."

Radial nodded. With a slur, words came out of Radial's mouth. "Magnus… We are with you, what ever you decide to do." Radial nodded again before adding in his own clear voice, "Yes, our guns are yours to command."


	5. Alone Among Friends

**Chapter 5 – Alone Among Friends**

Stargazer watched as the brightly lit stars wheeled past as Cybertron spun in its orbit. It was a clear night, the kind of night that crept into the soul and called for you to join the stars in the heavens. Stargazer laid back on the ground in the outskirts of New Paradise. The lights were far away, on the other side of the Dead Zone, the part of Old Paradise that had not and will not be rebuilt anytime soon. Hours ticked by and still Stargazer did not move. He longed to be among the stars, but because of the Energon shortage, he was grounded. Stargazer is huge, standing well over a head taller then Optimus Prime, his other mode a large shuttlecraft capable of interstellar flight. He had asked to be left in orbit so that nothing could intrude on his peace. The Council rejected his plea, commanding him to join the rest of the Autobots on planetside, there in case of a Decepticon attack. He tried to understand their point, that every warrior was needed, but still the song of space was what he longed to hear. Instead he heard steps coming toward him.

He knew that it was Ultra Magnus. They had discussed a meeting earlier and it was decided that it was safest to meet out here. He knew what Magnus would ask of him. His dissent of the Council was not hidden from the other Autobots. Still, a clandestine meeting was arranged. While many people also agreed with him, Magnus knew exactly what he was going to have to ask of those that he had chosen to take up the fight on Thalous. To defy the Council was to ask for exile or imprisonment. Still, it must be asked. The Council was wrong.

"I have considered your offer Ultra Magnus. Fly you and the others to Thalous, pick you back up after the fighting is over, bring you back here, then I am free to go. My freedom is not yours to give."

"Of this I am aware my friend. Yet I know of your weariness of combat and the way of war. What I offer is a way to free yourself from your obligations as an Autobot, and to do so with honor."

Stargazer smiled to himself. He became an Autobot so many eons ago because he wanted the freedom to wander the stars. Instead he became a slave to the war and to the Council. Yes, he served a purpose, he was an asset to the Autobot cause, yet the war raged on and he was never given the freedom to roam free. His own moral compass had never allowed him to abandon his friends, all now dead, and seek the stars, no matter how much he desired it. Now Ultra Magnus comes to him with a plan. A way to be free of the accursed Autobot symbol he wore and the heavy burden that he bore with it.

"Ultra Magnus, how long have you been fighting this war?" asked Stargazer.

Magnus Thought for a moment, then said, "Three million, one hundred forty-seven thousand, eight-hundred and sixty-five years, not counting those that past during the Shutdown."

Stargazer smiled sadly. "Is your spirit weary of battle? Or have you become like them, like the Decepticons?"

"My spirit is weary. My heart is broken. I have seen thousands die, have ordered hundreds to their deaths. If I could end the war, I would. I would sacrifice all that I have and all that I am. I mean nothing compared to peace. Every day and every night I pray to Primus that we will have peace, and every day I prepare to take up arms in the name of it."

Stargazer listened intently, never taking his eyes off the majestic flames that lit the heavens. "I will do this thing Ultra Magnus. I will do this for peace, and I will do this for freedom. I have no fight left in me, but for you I will do this. When do we leave?"

Magnus stood a little straighter. "Soon my friend. Soon."

Stargazer nodded. "I will await you here."

Flatbed stood alone next to the Monument. The Monument was a simple thing really, built with care and elegance. Printed on the six sided structure were the names of the fallen Transformers. It was not just the names of Autobots, but also the named of Neutrals and Deceptions. Any being with a Spark that died in this endless war was listed. The area around Dustclouds name was still hot from Flatbed carving it into the Monument. Memories played inside his head, from the happier days before the war. He was a simple heavy transport, moving equipment from one location to another. He had met Dustcloud not long after his Spark was lit, in a small city on the Outskirts. He was a Neutral at the time, racing for Energon. And he was damn good too.

It was on such a race where he was badly damaged by Drag Strip of the Stuntacons. Flatbed happened to be nearby when it happened and was able to hitch him onto the flat back end of his alternate mode and take him in for repairs. It was then when they made friends.

Not long after that, the war broke out. Dustcloud took the side of the Autobots and many times fought side by side with Flatbed. He again faced Drag Strip, but this time it was on the field of battle. Given the chance to kill the Stuntacon, he instead chose mercy and took a nearly fatal wound for it. Flatbed had again carried his friend back to be repaired and then returned to the front line.

In that same battle, Flatbed took a shot that nearly killed him. He was reformatted as an emergency retraction unit and given many different Spark saving abilities. Dustcloud was also reformatted and was changed from a land car to a high speed hovercraft. It was much later when the fateful mission that got Dustcloud killed happened. Now, Flatbed stood alone mourning his friend and his inability to save him this time.

Or perhaps he was not so alone after all.


	6. “It goes against everything I believe in...

**Chapter 6 – "It goes against everything I believe in."**

Stratowing was released from his prison a few weeks ago. He had waited for an assignment, but none had been coming. It was plain that he was still not trusted, he was even passed up for routine patrols. He had long ago replaced his Decepticon symbol with an Autobot one, but still he was viewed with scorn and distrust by his new fellows.

He had been given a small apartment in the outskirts of New Paradise. This place was little more then a place to plug into the power network in private, but it was the first home that Stratowing had ever had. It was utilitarian, as he had no possessions to decorate it with and really no desire to do so if he had anything. It was here that Ultra Magnus came to him.

There was a subtle knock on the door. Stratowing muttered, "Open," and the door slide open. Magnus stood in the doorway in full battle armor, shoulder mounted missiles armed and ready to fire. Stratowing noticed this, but thought nothing about it. He was used to people going armed in his presence, even though he was not permitted to be armed himself.

"What brings you to my humble abode mighty Ultra Magnus?" asked Stratowing with a sneer. If Magnus noticed the edge in his voice he did not react.

Magnus walked into the single room dwelling and the door slid closed behind him. "I have come to ask you something Stratowing."

This statement shocked Stratowing. Surely not more questions about his coming here. He had told that story so many times that surely every Transformer in New Paradise must know it. No, something in Magnus's eyes told him that it was a matter more grave then that.

Stratowing stood and faced Ultra Magnus. Even though he was much shorter then the Autobot, still he stood with pride and an air of confidence. He never would have admitted that he was in fact terrified of the Autobot commander. With a voice that somehow did not crack, Stratowing asked, "Yes?"

"You have not been given an assignment as yet have you?" asked Magnus.

Stratowing knew well that Ultra Magnus knew the answer to that question. He bit back the quip that he was about to say and instead just shook his head.

Magnus was silent for a moment, as if steeling himself for something difficult. Stratowing could not imagine what would trouble him so. "I am sure you are aware of the situation on Thalous." Stratowing nodded and Magnus continued. "I have assembled a group of Autobots that I will lead to Thalous and with luck get through to the Thalousians. We have not been in communication with them for many years but we know that there is a sizeable Decepticon force on planet. We need to find out why they are still there and defend the Thalousians from the Decepticons."

Stratowing was taken aback. He knew of the mandate for all Autobots to return to Cybertron, to abandon any and all planets that they still occupied. But what he did not know was why Magnus was coming to him now. Certainly he did not mean to defy the council... Or perhaps this was a test of loyalty.

Decepticons were well known for such tests. A good commander must lead with power, and that power needs to be gained with fear. One should fear one's own commander more then the enemy. It is the way of war. But if that were so, then why did Ultra Magnus look so nervous?

"I want you to join us Stratowing. Though it may mean your death if you are captured, I ask that you join us. We have need of your knowledge of the Decepticon methods to survive once we land."

Again, Stratowing was taken aback. The legendary Ultra Magnus was throwing orders back on the face of those that gave them, and is striking out for his own. Not for personal gain, or for glory, but to help the people of a backwater and insignificant world. Truly, these Autobots were a strange lot.

Stratowing knew what it would mean for Magnus. His career would be over if he was not executed on the spot. If he was lucky he would get exiled to some distant planet and forgotten. And if Stratowing went with him, he faced the same fate. Still with this knowledge he knew that he would go. His heart called out for the sound of battle again, to hear the explosions and feel the thrill of testing yourself against another. He would never be given the chance to prove himself waiting for the Autobots to give him an assignment. He had no choice really.

"Ok Ultra Magnus. I will go with you, but I need something in return."

Magnus looked at the turncoat suspiciously. "Go ahead," said Magnus.

"I have only one request and it is simple. I only ask that were we to lose this little crusade of yours and we face capture or worse, kill me on the spot. I will not go back to them."

Magnus knew that 'them' meant the Decepticons. He knew what they would do to him. He knew that a swift death was the best that could happen in that case. With a sigh and a heavy soul, Ultra Magnus nodded. "This I will do for you, even though it goes against everything I believe in."

"Then Magnus, you have yourself a Decepticon."


	7. Escape Velocity

**Chapter 7 – Escape Velocity**

Broadband worked silently, as usual. He was fixing one of the command modules at the Escape Velocity Center. The EV Center was a system that was constructed to assist ships and shuttles in achieving a high enough velocity to escape the planet's gravitational pull without expending the high amounts of energon needed. It worked like something out of Earths Stone Age, little more then a magnetic slingshot that hurtles the ship into the upper atmosphere where it can then fire its own rockets and enter space. However, due to the strong magnetic field that is generated, the surrounding electronics are often shorted during launch.

And that is why Broadband is here. He worked steadily and was focused on the task at hand. Opening a compartment in his forearm, he removed a small piece of circuitry and being to solder it into the board he was working on.

His extraordinarily strong sensors picked up the group of Autobots and one Decepticon walking up to the building, picking up their team based on the energy signature and transponder code. The Decepticon wore an Autobot transponder, but his system still processed Energon in the typical Decepticon fashion. Broadband also knew that there were no scheduled launches today, and that one of their number, an Autobot named Stargazer, transformed into a shuttle large enough for interstellar travel. Broadband also knew that the newly named Autobot Stratowing was outside his permitted zone and he has not been assigned to a mission. Broadband knew all this, but it did not pertain to him, he was only here to fix a control module.

Moving from the roof through a work hatch back down into a Control Room, Broadband barely noted the group. He pulled their IDs from the Central Core of Iacon. Ultra Magnus, Radial, Skidmark, Scrap (although Broadband had to rely on his own personal database for that one as his transponder was almost completely non-functional and he was listed in the database as MIA) Stratowing, and Stargazer. They had entered the building and Magnus left the group to approach the Control Room. Broadband took note, but continued to fix the command module. That is what he was here to do.

Ultra Magnus entered the room, his blue and white bright in the gloom of the grey walls. The main console was shut down, but a few lights still twinkled dimly. Broadband knelt down and opened a panel door under the main switch board. He did not speak, simply went about his assigned task.

Magnus stood still for a moment, watching his fellow Autobot work. Broadband was a genius when it came to system repairs and field work. He carried on him enough communication equipment to talk to Cybertron from almost anywhere in the galaxy, and he could make it work using almost anything he could find, even parts of his own body. His construction, his unreal concentration under fire, and his unshakeable focus on the task at hand was what Magnus needed him for. However, there was a price that came with his asking Broadband for help.

A long time ago, Broadband had been binary bonded to a Powermaster while on assignment on Nebulous. During a battle some time later, the Powermaster was killed, and Broadband had never recovered fully. He never had all that much of a personality to begin with, but whatever spark of self he had was lost when his Powermaster died. Now he was little more then a machine, little better then the systems he worked on with amazing skill and precision. Broadband was thought incapable of making personal choices and was more or less taken off active duty.

"Broadband," Magnus began. "I have come to talk to you."

Broadband did not turn from his adjustments. The compositor he had to work with had less then one-millionth of a kilowatt parameters. It everything was not perfect, the system would fry completely next launch and make a lot more work for Broadband. Still, without testing it, he knew that it was perfect. Without taking his mind off his task, Broadband replied with a monotone "Yes?"

Magnus hesitated. What he did now could mean the death of an Autobot that was nearly childlike. _No, not childlike, _thought Magnus _more like the androids of old Earth science fiction._ If he asked Broadband to go, he would say no, that he had duties here, and that there was no formal mission in place. And he would be right. However, if he ordered Broadband to go...

"The Council has ordered me to assemble a strike force for the complete liberation of Thalous. I need you to be on that strike force." The lie ripped through Ultra Magnus's metal heart with more pain then any Decepticon weapon would.

Broadband did not reply for several moments. Normally Magnus would think that an Autobot would be in thought as to if he would accept such a mission, but in the case of Broadband he wondered if there were any thoughts.

Just as he was about to speak up, Broadband spoke. "If I am needed, then I will go. Query; are those with you the entire strength of the strike force?"

"Yes."

"You are aware that a force as small as the one you have assembled can not hope to defeat the combined Decepticon forces, are you not?"

Magnus let out what would have been a sigh if he needed to breath. "Yes, Broadband, I am aware."

Broadband closed the hatch and stood, turning his blocky body toward Magnus. The blinking lights from the control board twinkled off his armor as the board flared to life. A whir of energy filled the room with a soft mumble. "If I am needed, then so I must go."

Optimus Prime walked into the temporary Command Center, his steps slow and even. Jazz was in the command chair, scanning a group of reports. Noticing that Prime walked in, Jazz started to rise to give him the command seat, but Prime waved his hand absently. Without speaking, Prime took the offered display and read the words there. It was the duty roster for the day, and a few Autobots did not show up for duty, including Ultra Magnus.

The silence was broken when one of the technicians spoke up. "Sir, we have an unscheduled launch from facility 3-16. Sensor Dynamics report it is a shuttle class small craft. Looks to be... Wait, It's Stargazer!"

Prime nodded and looked down toward the floor. Jazz turned, "Contact Autobot Command, let them know that we have a rogue Autobot leaving the planet. He won't make it past Moon Base 4."

After the war with Unicron, Cybertron rebuilt the moon bases and added two more. The reasoning was so that they could be used to monitor the reconstruction and scan for Decepticon activity, however they were now mostly used to monitor planetary traffic. The Autobots simply didn't have enough Energon to maintain the sensor screen.

Before the communications officer could make the call, Prime turned and said, "Wait."

That one word made everyone in the room freeze and turn to face the field leader of the Autobots. "I will personally make the report."

Without another word, Prime left the room.


	8. March of the Damned

**Chapter 8 – March of the Damned**

Once out of orbit, Ultra Magnus started looking over the most recent survey maps of the Thalous landscape and the location of their City-Nations. The society was made up of several independent cities, sharing little in the way of resources but always sharing information. The people were well known as thoughtful introverts, more interested in science and art then they ever were in war. Each city has everything it needs to survive for metal beings. It was thought that under each city there was a foundry and an Energon processing facility. Even though the Energon was poison to Transformers, it was perfect for the Thalousians.

Outside the cities, the flora and fauna of Thalous is less then pleasant. It was always amazing that a people as peaceful as those of Thalous would be able to survive at all on the planet, let alone thrive. But, somehow, all those millions of years ago when they settled the planet, they have turned it into their idea of Utopia. That was until the Decepticons appeared and starting trying to take over. However, both the natural defenses and the nature of the Energon located on the planet made the conquest more trouble then it was worth. Ever since then they have maintained only a trace presence, occasionally raiding for materials or slaves. Often those raids were interrupted by the Autobots and the slaves returned to their home city without a word of thanks. Indeed, often the Thalousians rescued were often rude and disdainful of the violence of both their captors and their rescuers.

Now that the Autobots had pulled out of Thalous, the raiding has gotten worse. One of the city-nations had stopped sharing its information and discoveries, appearing to just fall off the map. Of course, the Thalousians refused to look into it, and after the Autobot withdrawal there was nothing the Autobots could do about it.

Until now.

The great orange and green ball loomed in the front view screen. Stargazer's voice rang out, warning that they were on the approach run to Thalous.

Magnus stood and moved from the back to the front with the rest of the Autobots. The shuttle mode of Stargazer was roomy for the small band of Autobots, collision seats lining both sides. Radial and Skidmark sat side by side, both checking their weapons. Broadband sat in a collision chair strapped in and simply stared off into nowhere. Stratowing looked with increasing anxiety at the growing planet.

Scrap was fidgeting with his left elbow, trying to get the annoying grinding noise fixed. Flatbed was just sitting there, his optics switched off and reliving some dark memory from his past judging from his expression. Magnus just wondered how many of these people, these Sparks, these friends he had asked to come would die.

Suddenly, Stargazer voice boomed over the intercom. "We have power signatures popping into life on the surface. It looks like... Damn! Decepticon anti-aircraft fire. I'm taking evasive action!"

Magnus was suddenly thrown to the floor when Stargazer pulled to the left. He grabbed the end of one of the collision chairs and pulled himself up and threw himself into the seat. No sooner had the straps been secured, when Stargazer took a hit.

The floor shook with the impact. A groan of pain came out over the intercom as the blast ripped steel skin away and fried circuits. The downward flight became erratic. Radial, being closest to the manual controls, unbuckled his safety straps and lunged forward to grasp the controls. Struggling to get Stargazer back on course, Radial managed to get the decent to steady, but they were still coming down too fast. "Stargazer! Cut your speed. If you land at this speed I doubt any of us will survive the impact!"

Through the static, Stargazer's voice could barely be heard. "I… I'm trying. Lost lateral and ballast controls. Attempting to fire retros."

The shuttle jerked violently as it started to slow. In the view screen the Autobots could see what appeared to be an old structure below them. It was still getting larger, coming closer way to fast.

"Brace for impact!" shouted Radial.

With an agonized groan Magnus opened the covers on his optics. His internal systems were still trying to asses the damage done in the crash landing, but his attention was completely centered on finding his team. He turned his head, seeing Scrap picking himself off the floor of the shuttle and Broadband getting his systems back online. Skidmark was sprawled out on the floor, sparks leaping from his back when ever he tried to move. Magnus stood, and looked over to Scrap. Scrap met his gaze and then looked down at Skidmark and nodded.

Moving toward the front of the shuttle, Magnus found Radial sitting in the control seat with a shaft of metal run straight through his lower chest. Energon and lubricant slowly spilled out of the wound. Cursing softly, Magnus pulled the shaft of metal out, Radial groaning in pain.

Gently Magnus took Radial into his arms, the Autobot only barely aware. Turning to look for Scrap, he noticed that where the entrance door used to be there was now a missing chunk of armor and metal. Scrap was helping a limping Skidmark out that opening, Broadband and Stratowing coming out behind him. Flatbed was already outside and looking around, his weapon in hand.

Once outside and into the brightness of day, Magnus laid Radial on the ground. Skidmark winced and grabbed his gut as Radial lay flat. Another unfortunate consequence of the bonding between the two Autobot brothers, a kind of pain sharing that was not physical but purely mental. It was like their Sparks were joined somehow. Magnus numbly turned and walked back into the shuttle that was Stargazer and sat down in the control chair. Checking for any sign of life and finding little, Magnus slumped down into the seat.

"Magnus…" came a weak voice from the one speaker that still functioned.

"I'm here Stargazer. I'm here."

"I always wanted to just float in space, catch the solar winds and go where they take me. Are we still in space Ultra Magnus?"

"Yes my friend, we are still in space."

"Tell me what you see. I have found that my sensors don't work anymore and I can't transform. Please tell me what you see."

Magnus thought for a moment. Perhaps he should tell the dying Autobot the truth. That they had crash landed on the surface of the planet. And that he was dying. "I can see the stars. They are magnificent. There is a pulsar dead ahead that is twinkling in a most wondrous way. A comet is streaking nearby. The dust trail looks like a million little sparkles of light."

"Magnus, did we win the war? Can I go home now?"

"Go with Primus my friend. We won and at last you will know peace. Give my regards to all those that have gone on before me. Tell old Ironhide that I will see him soon."

The speaker popped slightly, and then there was silence. Slowly, the last touches of color left the structure, leaving only a dead and grey husk. With a heavy heart and a weary soul, Magnus walked back out into the daylight.

Scrap was welding a crude patch over the wound on Radial's back, stopping the flow of energon and lubricant. Skidmark was doing little more then hovering over them, trying to form words on his lips, but unable to speak. Stratowing was standing on a pile of rubble and looking around, his weapons ready. _Leave it to a Decepticon to assume the worst. Of course, in this situation he is probably right._

With a final pass over the edge of the patch, Scrap retracted his welder and stood up slowly. Looking over at Magnus and gesturing at Stargazer, Scrap asked, "Dead?" Magnus nodded. Stepping in his somewhat shuffling gait, Scrap walked into the shuttle that was Stargazer.

Magnus was just about to ask what he was doing when he remembered exactly why he wanted Scrap along on this mission. In a situation like they were in now, all the Energon, ammunition, and spare parts that could be found were needed. As far as ammo went, it was only common sense to take it off a fallen comrade, but to drain Energon from a dead transformer and pull working parts off of it was as nearly unthinkable. But, for so many years that is what Scrap had to do to survive. He drained energy from the fallen and stripped their bodies for useable parts. What seamed so abhorrent to Magnus was exactly what was needed for their success.

Taking this opportunity to look around, Magnus saw that indeed they had landed in some sort of ancient ruins. Crumbling walls of stone stood up against time like a stubborn sentry refusing to back down from duty. There were many letters carved into the stones beneath their feet, writing in a language that Magnus was not familiar with. Judging by the size of the plateau they had landed on, this was the outer edge of what had been a large city, but is now nothing but dust waiting to be swept away by the wind.

Skidmark knelt down by Radial, "talking" in the strange way they do. Radial was barely functional at this point, but his internal repair system was stabilizing him more and more as the minutes past. With the spare parts that Scrap might be able to salvage from Stargazer, Radial might just be able to be restored to full combat readiness. That is, if he is willing to deal with the moral complications and accept the parts.

Scrap walked out with an arm load of parts, everything from targeting systems to basic motion servos. Laying them down on the ground gently, he began to place them in internal compartments on his body. Finding one that he needed for Radial, he handed it to Flatbed. Flatbed looked at it like he was holding a bottle of acid that was ready to break, but said nothing. Taking the part back in hand, Scrap walked over to Radial and knelt down. Slowly Radial looked over at Scrap, then at the part in his hand. His optics went wide in shock and horror, and he began to shake his head violently. Magnus walked over and looked down at Radial. With great effort he tried to speak, but his vocal synthesizer was damaged. Looking over to Skidmark with a desperate look, Radial pleaded with him with his optics.

Skidmark, for the first time in many years, spoke. His voice was harsh and rough, sounding like a combination of metal sliding against metal and stone grinding against stone. "He begs that you not ask this of him. The harvesting from one to give to another is wrong."

Magnus looked deeply into Radial's optics. His systems regulator was failing, the effects were already showing. Magnus knew that he would die unless he accepted the one from Stargazer. Before he could say anything Broadband spoke up in his monotone voice. "Sir, we have native creatures incoming. Landing in these ruins must have drawn their attention."


	9. Another Passing Friend

**Chapter 9 – Another Passing Friend**

Magnus shot a glance up to Stratowing on lookout. With a look back, Stratowing nodded. "They are coming from the lake we passed before hitting the old building. I can't see them quite yet, but I can follow their path by the damage they are causing the jungle out there."

Cursing again, Magnus checked his shoulder mounted missiles, arming them with a thought. "Autobots, suit up and ready for an attack!"

With a quick look down to Radial, Skidmark nodded. Weakly, Radial pushed himself up into a sitting position and pulled his laser rifle from its holding space and laying it over his lap. Skidmark pulled a similar rifle and moved to stand with Magnus. Magnus, pulling his own pistol out and checking it quickly, moved up to stand beside Stratowing. Flatbed also approached the pile of rubble, but instead of standing atop it, he lay down and used the rocks as cover. Scrap stashed the regulator and pulled free something that looked somewhat like a war axe from old Earth.

"Autobots, the enemy is almost upon us. Stratowing, take to the air and see if you can slow them down. Use your laser blasters and strafe them as they come. I don't know what they are, but I would like to just chase them off, not kill them. Besides, a large battle now will draw the attention of the Decepticon forces."

Flatbed grunted. "I think they already know where we are Magnus, after all they are the ones that shot us down."

Stratowing transformed, his antigravity units firing and propelling him into the air, a rounded yet sleek craft with a double barrel laser turret on the bottom. He sped forward toward the onrushing creatures and then let off a stream of laser fire that ripped into the canopy of trees and into the mob of predators.

Flatbed pulled free his rifle and took aim on the break point where the forest gave way to the rocky ground. Magnus knelt down, using both hands to aim his pistol. Broadband moved into a sniper position, taking cover inside the corpse of Stargazer.

Stratowing turned for a second pass, making a turn that would be impossible for any other kind of flying craft, and then swooping in low for a better shot. Just as he was ready to fire, one of the creatures jumped clear of the treetops. It was an ugly thing, low with a squat body and short front legs. Its back legs were longer and heavily built. Its entire midsection was coved top and bottom with a gleaming and spiked shell, its head flat, long, and full of gleaming teeth. Those teeth clamped down on Stratowing's left side, the weight dragging him to the ground.

Just has he vanished into the trees, the lead creatures burst into the clearing. Magnus fired one of his shoulder missiles into the mass, and fire and violence threw many of the creatures aside and blowing one to pieces. The explosion did not even cause them to slow down. Skidmark rushed forward and started firing into the charging metal beasts. His shots impacted and superheated the metal of the creatures shells, causing it to become soft and malleable. A follow up round of shots opened holes in their armor plating, showing the tender circuitry and mechanics of the beasts.

At that moment they hit the bottom of the rubble pile. Too close for another missile shot, Magnus instead just poured on the heat from his pistol. Flatbed also kept firing, the range so close that the shots couldn't miss. Several more of the monsters fell, their bodies trampled by others of their kind.

When the first one hit the crest of the rubble, it leapt high into the air to come crashing down to the ground behind the line of Autobots. It reared up on its hind legs, preparing itself to come down hard with its armored underbelly on Radial. With one well aimed shot, Radial fired. A viscous liquid shot out and impacted against the beasts head. Small bolts of lightning shot down from that fluid and found their way into the opened and softened armor to fry its circuits. The monster spasmed a moment, then collapsed to the ground.

Another one of the monsters leapt into the air. Scrap, his motions faster then could be believed with his piecemeal body, caught it by the ankle and slammed it down to the ground. It landed hard and on its back. The scaled legs thrashed around, but it could not right its self. With a strong downward motion, Scrap dropped his axe and severed the head from the body. He then picked up the body, the servos in his arms groaning under the effort, and threw it into the attacking mass.

Flatbed jumped back as the turtle like thing topped the crest. With a practiced flip of the wrist, a large metal ball with a hook on it shot out. Catching the cable that was attached to the other side of it, he began swinging the ball in circles rapidly. In an overhand motion, the ball came sailing down and smashed the creature to the ground, its legs shooting out to the sides. Flatbed retracted the ball, bringing it back to him and just as the creature was about to get its legs under it again, the ball came crashing down again. One of the legs was crushed under the monster's weight. This time, Flatbed flicked the ball so that the hook caught in the back of the shell. He yanked hard and it flipped over. Before it even landed, Flatbed shot it twice, the second shot piercing the armor and killing it.

Magnus was pushed back from the rubble pile as two of the creatures moved toward him. He fired at one, but the shots had no effect on the armored body. Realizing that the pistol was pretty much out of energy, he tossed it aside and crouched down, his legs wide and his arms up. The one he fired at lunged forward and Magnus dodged to the side and slammed the beast in the head as it sailed by with his fist. The other took that time to charge, its jaws snapping. With careful timing, Magnus waited until it was almost close enough to have him it its jaws. Just as it lunged forward, Magnus danced back and stomped down on the bottom of its jaw, it's teeth rending small holes on the bottom of his foot. With one hand he pulled the missile from his shoulder launcher and with the other he grabbed the top of its jaw. With great effort, he pried the jaws open further and threw the missile into its open mouth. After Magnus jumped back, the thing snapped its jaws shut. It shook its head for a moment. Then, with a mere thought from Magnus, the missile went off. The back armor plate bulged up a little as fire blew both the front and the back off of the creature, pretty much leaving a smoking and empty shell. From behind, Magnus was tackled by the first of the attackers. Falling to the ground, Magnus turned and landed on his back. Jaws full of sparkling teeth snapped shut only a moment after Magnus jerked his head back.

Bring his knee up, Magnus flipped the thing over his head. Jumping to his feet he grabbed the thrashing leg of the beast and begun to spin around, gathering momentum. He let go and the thing flew into one of the other attackers.

From his somewhat concealed position, Broadband took steady aim and fired his weapon. The electrostatically charged, super dense, projectile entered the optic socket of one of the beasts as it was about to snap it's jaws closed on Flatbed's leg. It stopped in it's charged and shuttered as the shot's static charge fried every circuit in the creature's brain. With a small puff of dust, the creature fell to the ground dead.

Taking aim on the next creature, again he fired. Again, the shot made a perfect impact in the back of an open mouth, frying everything near the entry point. Perfect shot after perfect shot, Broadband whittled away at the mass of creatures. However, onward they came, seemingly as numberless as the stars.

At just that moment another monster crested the rise. It looked like a larger version of the same creatures, but there was something much different about it. Deep in its eyes there was a kind of vile intelligence. With a roar it jumped into the air and transformed into something eerily similar to a Transformers it's primary mode. One hand was the other modes snapping jawed head, and the other was short and clawed. Its legs were almost too small to support the mammoth armored body, but had large and flat feet to support the weight.

Flatbed moved to stand beside Magnus, and Skidmark came up behind them. Flatbed had lost his rifle in the battle, and stood with his ball and hook swinging in a tight circle. The hook rearranged its self, straightening out to form a reinforced and barbed point. All three Autobots stood ready as the huge monstrosity sneered at them.

It started to move to the left, but then leapt right. Moving past the Autobots, it snatched up Radial from the ground in its beast head hand. The jaws closed tight on him, the teeth breaking through the armor and started to pierce the internals. Radial screamed in pain, Skidmark almost collapsing. The juggernaut laughed, its voice a shriek. Swinging Radial around like a club, he smacked Flatbed and sent him flying. Swinging again for Magnus, it leaned forward. This cost the thing a lot of balance and Skidmark took advantage of this by leaping forward and crashing into the things legs. It overbalanced and fell forward, coming crashing down into the ground. Scrap jumped forward from under a pile of dead creatures and slammed his axe down into the transformers elbow, severing the arm that held Radial. It screamed in pain, then lurched to its feet. Lashing out at Scrap, its clawed hand tore several deep gashes into his smaller arm, more or less ripping it from his shoulder. Without even a wince of pain, Scrap retreated a few steps and again took up his axe.

Magnus dove and rolled, picking up Radial's gun. Firing several shots, Magnus backed away from the giant. Electricity arced all over its body, looking for weaknesses in its armor. Finding the stump of the arm, like a living creature the bolts surged into the arm.

The giant jerked and went stiff. Stratowing came rushing into the field of battle, transforming into his primary mode at the last second to collide against its chest. They both landed hard on the ground, but Stratowing was on one knee on the big transformers chest. He held a large blaster in his hand, the barrel less then half a meter from its face. With ruthless efficiency, Stratowing pulled the trigger. A large blast of energy left the barrel and blasted a hole through its right eye. It jerked, some instinct pushing it to get up and fight. Again it shrieked as its taloned hand came up and smacked Stratowing aside.

Stratowing rolled and transformed, using his antigrav units to change direction in mid air in another impossible turn. The creature somehow rose to its feet. Magnus was amazed, but didn't have time to ponder it as it turned toward him. Magnus stared backing toward the ruins of construction and Stargazer. Broadband fired off several rounds, but that only appeared to enrage the creature more.

Flatbed was kneeling down beside the dead Radial. Something white hot flashed in Flatbed, something primal and dark. Rage burst forth from his voice coil in a pain and memory filled scream. Standing slowly and watching as the giant transformer backed Magnus toward the wreckage that was a building and is now the tomb for Stargazer. Faster he started to spin his ball and lance. Faster. Faster. And with a mighty swing the ball with its point flew toward the back of the transformers head. With the sound of rending metal the lance burst through the back of the creatures head and through the ruined optic. The barbed end split into three sections and flipped back turning into three sharpened and barbed points.

Magnus was startled at first as the point burst from the blackened optic hole, but relief flooded him. He watched as Flatbed used all of his strength to pull the monster back and off its feet. It overbalanced and fell backward. Flatbed flicked his wrist again and the three barbed points again turned into a single pointed lance, this time getting pulled back out of the head just before it hit the ground. The weighted end smoothed out along the length of cable and latched its self to Flatbeds arm. The sharp end elongated and curved, taking the form of a pry bar.

In a fit of rage, Flatbed leapt beside the monster and then dug the pry bar into a chunk of damaged armor plating. With a screech, the armor plate was ripped free and Flatbed slammed his other hand into the internal circuits and mechanicals, ripping out chunks of vital systems savagely. The pry bar straightened and became a pointed blade with a hook just past the point and Flatbed rammed that down into the opened chest cavity. Ripping the weapon free, he stabbed it down again and again.

Magnus watched in horror as Flatbed went primal. He stabbed and ripped even after the creature was dead, and showed no sign of letting up.

"Flatbed!" Magnus boomed. "That is enough!"

Something about Ultra Magnus's voice cut through the red fog in Flatbed's brain. He paused, weapon raised to strike yet again. He looked up at Ultra Magnus, standing there with his armor scratched and dented and looking worn. He looked back down to the corpse he was mutilating and horror filled him. He stood and backed away from the body slowly, his weapon loosing its form and becoming again part of the winch system of his back.

"Damn," muttered Stratowing. "Even old Megatron himself would be hard pressed to beat that for savagery."

"Shut up Stratowing!" snapped Ultra Magnus. Slowly Magnus walked over toward Flatbed. Skidmark was pushing himself to his feet, his eyes locked on the body of his bonded brother. Broadband stepped out of the cover, himself showing damage from a fight with the creatures.

"Scrap, take Radial into place him inside Stargazer. After that…" Magnus has to suppress an internal shudder. Scrap nodded, understanding the unspoken command.


	10. The Ultimate Sin

**Chapter 10 – The Ultimate Sin**

Stratowing was checking himself over, looking for major cracks in his armor. Not finding any, he then went to gathering up any loose weapons he could find. He gathered Magnus's pistol, Flatbed's rifle, and the guns from Skidmark and Radial. Skidmark himself was sitting down on the ground trembling. Stratowing did not understand the connection that Skidmark had shared with Radial; everyone knew that friendships were a dangerous gamble. Any friend that is worth calling himself a transformer would sell you out the first chance he got, that was the way of things.

Magnus went over to Skidmark and knelt down beside him. Many times Magnus started to say something, but he knew that there was nothing he could say that would change anything. Before he could decide what to say, Skidmark attempted to speak.

"I… I… c…c…can't…do th… th… this."

Magnus saw the effort it took to speak. Even after the injury to Radial, Skidmark must have been using his voice processor somehow to speak. After a moment's thought, Magnus said, "Skidmark, you have to. Please don't forget the reason we came here, the reason that we have lost two Autobots already. There are too many questions to be answered before we can quit. You know this."

With optics dim, Skidmark nodded. Magnus could almost feel the pain that must be going through his fellow Autobot.

Scrap came out, hodge-podge body showing the smudge marks of Energon transference from one to another. Ultra Magnus suppressed his revulsion with great effort, knowing that he needed to partake of some of that Energon. They all did. But first, time to take stock of the situation and what kind of armaments the shrunken team had left.

Stratowing had piled up all the weapons he could salvage. Magnus's pistol and its nearly dead charge, the acid gun of Skidmark's and the electrowave rifle of Radial's, Broadband's long range electrostatic projectile gun. All the other ranged weapons were either empty or damaged.

Magnus heard the unmistakable sounds of welding. Glancing over his shoulder he noticed Scrap welding the monster head forearm and hand in replacement for his ruined arm. With slow precision Scrap fused metal to metal, wire to wire, and circuit to circuit. The pain that would cause while a transformer is activated would be terrible, but this kind of thing is what allowed Scrap to survive as long as he did.

Flatbed was sitting on a large stone, his head in his hands. He was shaking visibly. Magnus wondered if something had damaged his gyroscopic stabilizers. Or maybe it was post-battle tremors, a condition he had seen far too many times.

Broadband had taken up position on the high ground, at least a hundred feet above in the ruins. He had transformed to his alternate mode, a four wheeled heavy transport loaded with communication and survey equipment. _Good, _thought Magnus, _he is keeping alert for another attack._

Quietly Ultra Magnus watched what was left of his team. Each of them was dealing with things the only way they knew how. After several minutes, Broadband transformed and jumped down from the ruins. Magnus looked up and met his gaze for a moment and Broadband walked over to join him. After a few seconds of conversation Magnus nodded.

Walking over to the center of the clearing, Magnus spoke. "Ok people, Broadband says that he has found the source of the blast that took us out of the sky." He wanted so say the blast that killed Stargazer, but it was something better left unsaid.

Broadband projected a map onto the ground. The holographic representation of the land settled into clear view. A small, red Autobot symbol represented their current location. In his normal monotone, Broadband explained. "We are here," he said, highlighting the symbol. "The blast came from here, what has the energy signature of a Decepticon facility." Using a small purple Decepticon symbol, he highlighted where he was referring to. "I have analyzed the topography and have determined the best route to get there. However, the only concern would be this. According to my databanks, that is the location of the City-Nation that fell from the informational network."

Flatbed, having looked up from his personal demons when Broadband jumped down, grunted. "Well, that solves that particular mystery."

"Agreed," said Ultra Magnus. "But a weapon with that kind or range would require huge amounts of power. The Decepticons wouldn't have that kind of Energon available, and the Thalousians have never produced weapons like that."

Looking up to Stratowing, Magnus asked, "Have you heard anything about the new energy source? Have they managed to purify the Energon here?"

Looking somewhat disgruntled, Stratowing snapped back, "Wouldn't I have told you before if I knew anything?" Ignoring the tone, Ultra Magnus just nodded.

Scrap spoke up. "Perhaps they have been bringing Energon here." Scrap paused for a moment. "Or perhaps they have figured out how the Thalousians process the poisoned Energon already on planet and duplicated that."

Nodding, Ultra Magnus said, "Yes, I think that is most likely. We can't assume anything, but the logistics of shipping Energon this far out make your second suggestion more reasonable. The question is how? It would have to be some kind of hybrid of technology with our own and that of Thalous."

"We can speculate all day Ultra Magnus, but that does not get us anywhere closer to where we need to be," pointed out Stratowing.

Magnus nodded. "Fine, let's get to the point. Broadband, were you able to get an idea of the layout?"

"No. Between the long range and the harsh environment on this planet, I was unable to get any reliable data on the exact location the shot was fired from."

"Fine then. We will have to make our way blindly then."


	11. The Taste of the Dead

Grief flooded the mind of the Autobot Skidmark. Radial was dead. He could feel the absence in his broken mind. It brought along a torrent of pain that washed out the stinging of the arc welder that Scrap was using to reattach some armor from Skidmark's side. The leaping tackle had pulled some armor off as the monster collapsed, crushing the Autobot under it. He had been able to free himself, but at the cost of ripping free an already damaged plate.

Scrap made a comment, but the Autobot didn't hear it. He was lost in his own grief. Realizing this, Scrap just stood and walked over to Ultra Magnus.

"I have completed the last of the repairs, Magnus. His body will function, but his Spark is fouled. He will not live." The grinding voice shot through Magnus like an electrical charge.

"I don't understand. If his body is fully functional, why will he not recover?"

"Spark is foul. Broken. Some damage is too great. The body can be repaired, but the Spark cannot. His Spark is foul and broken. He will die." Scrap looked at the Autobot commander blankly, the light in one of his optics flickering. Scrap shook his head and the light came back on, and then turned away and walked over to Flatbed.

Magnus turned and looked at Skidmark. In a deeper way then his training in Autobot construction or damage assessment system reports he could see that Scrap was right. The battle that had nearly killed Skidmark so many years ago had damaged him deeper then his circuits, left an imprint on his Spark. Only his bond with Radial kept the Spark alive. He could see the vitality of the Autobot dim a tiny bit each microsecond.

For a second, he felt hopelessness.

And then, with a savage force of will, he refocused his thoughts. The mission still needs fulfilled.

Flatbed watched Scrap approach. He had mixed feelings toward the old Autobot. Deep in his Spark he recoiled at what he had done to survive. Draining the Energon and harvesting parts was deeply against the moral code of every Transformer. Even the most reviled Decepticon would rather die then break that code. Yet still, in order to function, Scrap had done that. Each stolen part, every bit of drained Energon strengthened the body but polluted the Spark. Do it enough and you loose yourself in the essence of others.

Flatbed knew that Scrap had been given a different name a long time ago. But, in the savagery of the wastes, that identity was lost. All that was left is Scrap.

In his shearing metal voice, Scrap spoke. "I need to know how your life support systems work in your alternate mode."

Flatbed considered for a second. "When I was reformatted, I was given enhanced power systems that enabled me to plug in to another transformer and keep energon flowing, even through damaged relays. Also, I have a neural subsystem that allows my auto-repair system to work as life support for someone heavily damaged. Why?"

"Will it handle reverse power flow?"

Flatbed was confused. "I… I don't know. I suppose it should." The only reason that power would run a reverse course was… No…

Scrap removed a plate from his palm and roughly grabbed Flatbed. Before he could react, he was spun around and he felt Scrap's palm touch his back.

Flatbed screamed. Energon flowed upstream through every system, lighting every neuron and receptor on fire. Agony blanked out his mind as his emergency systems sought to protect him from this torture. And then, in a flash, the pain was gone.

Flatbed fell to his knees, his systems restarting one at a time. Self diagnostics flashed information, reading drastic power level increases in all systems. Nothing seemed wrong, but he didn't feel right.

He stood, shaking his head in an attempt to rid himself of this feeling of wrongness. He heard StarGazer's voice somewhere, and darted his head around looking for the voice. Radial screamed, again the sound coming from nowhere. He could feel them, their Sparks brushing his own. He could see them, hear them, and feel them. He could almost taste their essence.

Revulsion curled in Flatbed's chest. He looked up at the misshapen Autobot. Rage at the violation filled him, turning Scrap into an enemy. He lashed out, fist connecting solidly with Scrap's face. The other Autobot was knocked back, falling backwards and landing hard. Flatbed moved over Scrap, kneeling down and holding on to a bent chunk of armor with his left hand. His right fist came crashing down again into the other transformers face, snapping the head back and bouncing it off the ground.

"Flatbed, stand down!" shouted Ultra Magnus as the ran over to the enraged Autobot. In his metal fist, he grabbed a hold of Flatbed's upraised arm as it was ready to come down in another hit. He furious Autobot turned his head to face Magnus. "I said, Primus damn it, stand down!"

Flatbed paused, then looked down at Scrap. The downed Autobot looked impassively up at Flatbed. An optic lens cover was cracked and an occasional spark shot from the neck.

Flatbed lowered his arm, shock showing clearly on his face. Releasing Scrap he stood and turned away, moving away from the scene.

"Scrap…" started Magnus, but Scrap interrupted him.

"No Ultra Magnus, do not apologize for him. The first time contact Energon transference from the dead is hard. It does not get any easier either."

"He shouldn't have lashed out at you like that. He knows…" Magnus stopped short when Scrap held up a hand.

"There is a darkness there, deep in his Spark. War has been forced on him and he is not a warrior." With that Scrap walked away and began to examine the dead creatures that attacked the party of Autobots.

Magnus sighed. "Are any of us?"


End file.
